Next Generation Biodefense

Series A Convertible Preferred Stock.

$5.50 per share.

$5,000 for one Preferred Share.

Up to $30 million, with the ability to increase to $50 million. However, the Company is not required to sell any specific number or dollar amount of Preferred Shares in this private offering. As such, the Company may sell less than the maximum number of Preferred Shares offered, and the Company may receive less than the maximum amount of proceeds referenced above.

Proceeds from this capital raise will be used to advance ARMR Sciences’ lead immunotherapy candidate—ARMR-100—through IND-enabling studies and into and through Phase 1/2 clinical trials, with a target initiation date in 2026. Funds will also support continued development of ARMR Sciences’ Defense Labs R&D platform, including preclinical expansion into additional synthetic drug threats and addiction-related indications. A portion of the proceeds will be allocated to manufacturing scale-up, regulatory preparation, and strategic partnerships, as well as expansion of the core scientific, clinical, and operational teams necessary to execute on the Company’s growth plan. Specifically, ARMR Sciences plans to make several key clinical hires in addition to a full-time Chief Financial Officer. Remaining funds will support general corporate purposes and position ARMR Sciences for future government procurement, licensing, and commercial deployment opportunities.

No, it is not. This is a private offering open to Accredited Investors.

ARMR Sciences Inc is planning a public listing on NASDAQ or NYSE later this year or in early 2026. As part of this process, the company has reserved the stock ticker “ARMR”.

If the Company does close its Public Offering, the Company intends to register the shares of common stock into which the Series A Convertible Preferred Stock will be converted prior to the Public Offering, such that those shares of common stock will become tradeable upon the Company’s listing on a major stock exchange.

If the Company consummates its Public Offering, then the conversion of the Series A Convertible Preferred Shares purchased in this private offering will be determined based on a 25% discount to the value of the shares price offered in the Public Offering, directly benefitting investors who purchase Series A Convertible Preferred Shares in this private offering.

Yes, if the Public Offering that the Company intends to pursue is approved by the U.S. Securities and Exchange Commission (the “SEC”), both existing shareholders and new investors will be eligible to participate in the Public Offering.

Yes, the Series A Convertible Preferred Stock Shares will carry an annual dividend payment of 7% of the price per share.

The Series A Convertible Preferred Shares will be convertible into shares of Common Stock of the Company (the “Common Stock”), in accordance with the terms and subject to the conditions set forth in the Certificate of Designation for the Series A Convertible Preferred Shares.

No. As a private company, the Company intends to keep information related to its investors and their respective investments private and confidential.

To participate in this private offering, you will need to review the offering materials, including the Private Placement Memorandum, and complete the subscription documents, which are available at the following link investarmr.wpenginepowered.com.  You will need to provide copies of personal identification (such as your driver’s license or passport) and verification of residence (such as a utility bill) for KYC and  AML (know your customer & anti-money laundering) compliance purposes. You will also need to provide proof that you are an Accredited Investor (see FAQ item #15 below).

When you complete the subscription documents, you will be able to make payment to the escrow agent by credit card, wire transfer or ACH transfer. You may also mail a check to the escrow agent. Note that purchases by credit card can be made up to $100,000.

No, the costs are the same, regardless of how you invest. However, your bank may charge you outgoing wire fees.

All funds are to be sent to our escrow agent, Wilmington Trust, and NOT to the Company.  If you are making payment by wire transfer, funds should be wired to:

Wilmington Trust Company
ABA #: 031100092
A/C #: 177591-000
A/C Name: ARMR Sciences Inc. Escrow
Attn: Please put your name here

International Wires:

M&T
Buffalo, New York
ABA: 022000046
SWIFT: MANTUS33
Beneficiary Bank: Wilmington Trust
Beneficiary ABA: 031100092
A/C #: 177591-000
A/C Name: ARMR Sciences Inc. Escrow

Wires and ACH are preferred but if you plan to pay by check, mail your check to the following address:

ARMR Sciences Inc. Escrow
c/o Wilmington Trust
1100 North Market Street
Wilmington, DE 19890
Attn: Workflow Management

To purchase Preferred Shares in this private offering you must be an accredited investor as defined in Rule 501 promulgated under the Securities Act of 1933.  Generally, the term “accredited investor” refers to any person or entity who satisfy the requirements set forth in Rule 501 and who the Company takes reasonable steps to verify comes within any of the following categories, at the time of the sale of the Preferred Shares to such investor.  For example, the following requirements apply with respect to an individual investor:

(i) Any natural person whose individual net worth or joint net worth with that person’s spouse, at the time of purchase, exceeds USD $1,000,000 (including spouse’s net worth and fair market value of the person’s home furnishings and automobiles, but excluding from the calculation the value of the person’s primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from the person’s net worth)); or

(ii) Any natural person who had an individual income in excess of USD $200,000 in each of the two (2) most recent years or joint income with that person’s spouse in excess of USD$300,000 in each of those years and has a reasonable expectation of reaching the same income in the current year;

You may wish to visit the SEC website to learn more, and view the Accredited Investor Information provided therein¹. Listed below are three (3) ways for you to get verified as an accredited investor. Note that income verification is valid for 12 months from the date we confirm it, while net worth verification is only valid for 3 months from the date we confirm it. Unverified investors will not be permitted to participate in this private offering.

Three Ways to Get Verified as an Accredited Investor:

1. Please have your CPA, attorney, registered investment advisor, or broker-dealer email us a letter on their letterhead, using this template (the pro-letter document which you will find when you fill out the subscription process online), attesting to your status as an accredited investor based upon their knowledge of your income or your net worth. This letter must be dated within the prior 60 days.
2. You may instead send income verification documents (such as IRS Forms 1040 or W-2) for us to review that evidence your income for the prior two years. All such information is kept strictly confidential.
3. You may instead send asset verification documents (such as bank or brokerage statements dated within the past 60 days), which we will review. If you use this method we will request a credit report from a national credit reporting agency to verify your debt, obtain a letter from you verifying that no debt exists other than what appears on the credit report, and calculate your estimated net worth to assist us in making a determination.

Investors who are not accredited will not have the opportunity to invest in ARMR’s private offering of Preferred Shares. You may sign up and be on our alert list for any future offerings including a potential public offering armrsciences.com

Investing in private companies is risky and there is no guarantee you will get a return on your investment or that you may be able to sell the Preferred Shares. However, an “exit” event could opens up the opportunity where you could convert your shares into cash or more liquid assets. “Exits” include going public or getting acquired by another company or a financial investor.  If the value of the Company grows, then could have a higher potential of making a profit on your investment in the Preferred Shares in connection with a potential exit event. No public market currently exists for the Preferred Shares (or the common shares into which the Preferred Shares may be converted).

Any investment in the Preferred Shares involves a high degree of risk. You should consider carefully the risk factors information, together with the other information contained in the Company’s Private Placement Memorandum, before you decide to buy any Preferred Shares.

Preferred Shares that you purchase will be held in your name, in electronic form at the transfer agent for this private offering. No stock certificates will be sent to you, but you will receive a Welcome Letter directly from the Company’s transfer agent with information on how to access and manage your account within 30 days after the Company accepts your proposed investment in Preferred Shares.

Generally, a transfer agent maintains a record of ownership, including contact information, of an issuer’s registered stockholders.

The transfer agent for this private offering is Equity Stock Transfer.  All investors will receive a Welcome Letter directly from Equity Stock Transfer with information on how to access and manage their accounts within 30 days after the Company accepts your proposed investment.

There is currently no public trading market for the Preferred Shares or the common shares into which the Preferred Shares may be converted, and there can be no assurance that any such public market will develop in the foreseeable future, if at all. This private offering relies upon exemptions from the registration requirements of federal and state securities laws. Those exemptions require that the securities be purchased for investment purposes only, and not with a current view toward their distribution or resale. Unless the Preferred Shares, or the common shares into which the Preferred Shares may be converted, are subsequently registered or qualified with the SEC and any required state securities authorities, or appropriate exemptions from registration are available, you may be unable to liquidate your investment in the Company even if your financial condition makes such liquidation necessary. Accordingly, prospective investors who require liquidity in their investments should not invest in the Preferred Shares. An investment in the Preferred Shares should only be made by those who can afford the loss of their entire investment.

If the Company consummates the Public Offering, then we intend to apply to have certain of shares of our common stock listed on either NASDAQ or the NYSE (if on NASDAQ, under the symbol “ARMR”). However, the listing of our common stock on the NASDAQ or NYSE is not a condition of our proceeding with this private offering, and no assurance can be given that our application to list will be approved or that an active trading market for our common stock will develop.  If shares of our common stock is listed on NASDAQ or NYSE, you will be able to deposit any shares you purchased with a broker. Until you deposit your shares in a brokerage account, the transfer agent will maintain the record of your ownership. Once you deposit your shares with a broker, the broker will maintain that record.*

At the closing of the company’s anticipated public offering, the company will convert all shares sold in this private offering to common shares.

For additional detailed information we encourage you to read the Private Placement Memorandum in its entirety. If you have additional questions you can email our investment banker at armr@digitaloffering.com and a representative will be in touch with you. Please be sure to include your best daytime phone number and other contact information.